Justice Through Violence
by Guardian of Fairytales
Summary: Taking Place after the third movie, Last Stand. It has been a few months since Prof. Xavier's death and life has moved on in the accademy, meaning plenty of new mutants. What'll happen when one day the insitute discovers that the proffesor is still alive?
1. Prologue

**Prologue**

**Author's Notes: **Hello, everyone! This is a rather well unknown writer speaking. :3 For those of you new to my writing I'm Guardian of Fairytales, Guard for short. My only successful story so far has been Midnight. If you've ever read a book called Twilight then I suppose you'd be interested, either way…

Like Midnight was, this is an _**experiment.**_This means that it's just an idea being tested. If you like it, that's awesome! I'll post more! If you don't like it then please send me messages with what could be improved. If I don't like it I may just stop, but fans have seemed to be able to stop me before with their comments, so…well we'll cross that road if we come to it. :3 Either way…

**Important: **To those familiar with my writing style I must tell you now that there will be no pairings in this story. _**Since most of the main characters are made by me**_ and since I want to try a story without romance I won't be putting in couples, hinting at best. Sorry if this disappoints.

This story will take place after the third ((Last Stand)) movie. If no one has seen this part of the movie then I'm gonna have to spoil it for you, but after it finished there was a special clip where the man who showed signs of life but no brain activity ((Xavier was showing him to the students early in the movie)) suddenly opened his eyes. It had been thought that this was Xavier transferring his mind to another body to safe himself. Let's go with the fact that maybe that took place several months after his supposed death. If you can do that much then this is where our story begins. :3

Anyways, the beginning may be confusing, but bear with me, this is only the prologue. :3

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"Mocking bird, Cinders, are you ready?" a strong female voice asked from the hidden speakers in the metallic room. Both girls nodded, knowing that whoever was speaking to them was also watching them. "Since both of you have already warmed up I'll be setting it to an intermediate level. Prepare yourselves." There was a small pause. "Begin!" The entire steel room was covered in boxes of light and as soon as the two girls blinked they found themselves inside a small portion of what seemed to be a dark warehouse. They were on the bottom level, two large ledges looming several feet above them and the silence was almost deafening. The red and black haired girl turned towards the smaller one behind her.

"Mockingbird," she whispered. "Can you pick up anything?" The smaller of the two girls closed her eyes and seemed to focus on listening, trying to pick up the slightest hint of sound. Her eyes flashed open when she caught something.

"They're above us," she stated, oddly in the same exact voice the taller girl had. Cinders looked up, her hands starting to ignite with bright flames.

"Let's send them a nice greeting then," she stated, smirking. She formed two balls of fire in the palms of her hands and threw them up, one landing on either ledge. The sudden flash of light that followed signaled their explosion and the sound of metal crashing against metal filled the room. The lights suddenly turned on, blinding the two females for a few moments, which was enough for the enemy to get the two of them surrounded. When their vision finally cleared, the two girls were greeted by the sight of at least ten sentinels, all ready to fire on them.

"_Cinders,_" Mockingbird whispered, still sounding a lot like Cinders herself. Both of them knew that they were the only ones who could hear her from the tone of voice she was now using. "_I'll handle this. You know what to do…_" Cinders nodded slightly before straitening up. Flames started licking up and down her entire body, the heat in the room rising. The very air around Cinders started to shudder and move in waves from the heat and that was Mockingbird's cue. She took in a deep breath before pursing her lips together. A loud, high pitched whistle started resonating throughout the entire room and soon enough the sentinels began to shudder. A few tried to fire, but the lasers were somehow deflected as soon as they got too close to Mockingbird and Cinders, reversing in direction and shooting holes through the sentinels themselves. The rest were shuddering violently before utterly collapsing, their metallic limbs separating from their body. The whistling stopped and Cinders sighed, relaxing, the flames quickly extinguishing.

"Very good, girls," the voice stated, obviously happy with the results. "You may exit the danger room now." In the room that was able to observe the people in the danger room, Storm and a few other mutants were applauding and murmuring on the new arrival's performances. Only a few weeks in the institute and already they were showing signs of promise. Among those in that small room, there was a young boy, no older than seventeen, yet no younger either. He was probably the only person not talking, just staring out the window, yet he was the only person whom Storm turned her attention to. She walked over to him before whispering into his ear, "Don't forget. In thirty minutes you are to be in my office," before walking out of the room, the rest of the mutants following her. The boy stood there, watching the other mutants leave, before exiting himself. Unbeknownst to him and the other mutants he would soon play an important role in the future of the institute…and it was all to start that very day…

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I've decided to make the prologue in third person. The rest of this story shall be in first. Please tell me what you think. :3


	2. Chapter 1: From the Beginning

**Chapter 1: Start from the Beginning**

**Author's Notes: **Welp, nothing much to say except that this is the first chapter and I hope you enjoyed the prologue. :3 Anyways, this is mostly an explaining chapter, hopefully it'll answer all your questions if you have any this early in the story.

**Reply to Reviews:**

_Arowl: _Glad to see you're gonna be reading this story too, Arowl. :3 Tell me whenever you think something needs improving.

_Marx: _Good to have your feedback. Hope to hear more from you soon. :3

**Disclaimer: **Any X-Men characters that shall appear in this chapter, as well as story, do not belong to me. They belong to their proper owners, creators, and users.

For those of you familiar with the X-Men's many comics as well as cartoon series you know their uniforms tend to change, so to make things simpler on you all uniforms shall be in the Ultimate X-Men style. So if you want to see Colossus' ultimate uniform just go to a site like Wikipedia and type in Ultimate Colossus and you might have to scroll down the page, but you'll see it.

**(Noticed there was a mix up in Mockingbird's name so I fixed it)**

Here goes. :3

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I sighed, checking my watch once again. _Twenty three minutes,_ I thought. Almost an entire half hour to do…what, exactly? I shrugged. Free time was free time, none the less, so why complain? I stood up from my bed, stretching, before observing myself in the mirror. This was me. Tall, around six foot three, with my legs being the tallest part of my body. My hair, a deep black, was kept short because long hair was too much of a hassle and my eyebrows were trimmed occasionally due to them growing together if left to their own business. The last thing I needed was a uni-brow… For as long as I was in the institute I had been wearing the X-men uniform and today was no different considering I had training right after my meeting with Professor Storm. I had to admit, it looked an awful lot like Colossus', what with there being no sleeves and made to fit me snugly, but there was reason to it. I found it ironic, though, since Beast's uniform was likely more suited to me…

Oh yes, I've forgotten to introduce myself. I'm Lex, otherwise known as Bear in the institute. Why do they call me that? It's actually pretty obvious. I can transform myself into a cross between a human and a bear, sort of like Beast is a cross between a human and a…well…beast. That means that in my bear form I can stand on my own two legs, speak, and understand everything I can in my human form. Or, putting it another way, my bear form is just a bigger, taller, furrier, and more muscular version of me with a bear's head. Due to my shift in size my suit was made to stretch and expand so that it fits in my bear form too, like a second skin. It was a little tight fitting the first few transformations, but now it's comfortable and much better than having to rip my clothing.

I was basically still new to the institute, joining only a month or two earlier, but I wasn't the only one. There were four other newer mutants as well that had joined around the same time I had. I was only the second to join.

Checking my watch again I decided to leave the room and start heading towards Professor Storm's office. Since I still had plenty of time on my hands I decided to check how the others were doing…but where would they be about now? "Maybe the greenhouse would be my best bet," I muttered. Luckily it was in the same direction as the professor's room.

The greenhouse was a new addition to the institute. Since Storm had a general affinity to plants, and decided that they also needed educating on how to take care of them, she, with the help of the other older mutants, created it within a week. It was almost as big as the mansion itself, but there was also another reason for it…

As I finally reached the glass door and opened it up to be hit with a wave of heat and humidity I stopped. Someone was singing. As I walked in further, closing the door behind me, I could have sworn I knew the voice… All I really had to do was walk deeper into the dense forest that was the greenhouse and I found her…well them, actually. Mockingbird was standing in the middle of the greenhouse and from the looks of it she was singing to the plants. There was another girl not too far away on a bench, sleeping. I smiled as I moved towards her. All I had to do was stand over her a few seconds and she woke up, taking in a deep breath and yawning. "Hey, Lex."

Anne Marie Hollings, A.K.A Orchid spent most of her time in the greenhouse. She was the one who actually suggested it first to professor Storm. For most of her life she had been living in the midst of plants. They were her true friends for all her life, or so she told me, and she refused to be anywhere without them. She was also mainly responsible for the variety of the plants as well as how big they had gotten…so big some of them that not even genetic engineering could hope to bring them to that size. Her very presence seemed to make them glow with health. Even her look matched that of one who loved nature. Her hair was an earthy brown that was frequently tied into a ponytail, her eyes a bright emerald green while her skin seemed to shine with a tanned olive color. She got her name from her favorite type of flower.

"Why is Mockingbird singing?" I asked, sitting beside her as she rubbed the sleep out of her eyes. "And why are you sleeping?"

She looked at me with a slight smile. "Well sorry if my sleeping bothers you," she said in a sarcastic tone. "The thing is we read up on something that said singing helps plants to grow, so we're testing the theory. Since Mockingbird is the best singer we have I decided to," she yawned again, "utilize her talents. Apparently, though, her singing has an affect on me as well… Gosh I'm sleepy…"

I had to agree, though. Mockingbird was definitely the best singer there was to be found, and with her singing such a soothing and soft melody it was hard not to fall asleep. I looked at her in all her glory, eyes shut and hands clasped together, before she finally stopped. Apparently she hadn't notice me come in 'cause she immediately jumped in surprise at the sight of me before rushing up to hug me. I chuckled.

Shannon Clarence, A.K.A Mockingbird had to be one of the more unique and powerful mutants out of all of us, as well as one of the youngest. At just fourteen she was already well on her way to becoming a woman. She was incredibly mature, considerate, caring, and pretty well developed… Of course, I didn't really pay attention to that last part, but you hear certain things when you have such keen hearing. Her skin was oddly pale, like a ghost, and her hair shimmered a silver and white color which hung down to her hips. Her bangs were pretty long too and their width was enough to hide her face when you looked at her from the side. She would have made the perfect ghost were it not for her incredibly clear blue eyes which seemed to sparkle even from a distance. She only wore her uniform during training, saying she much preferred normal clothes.

Oh yes, that brought up an interesting point. Mockingbird can't talk, as in she's mute, although not genetically. She is mute by choice. Her normal voice was dangerous as it was now since she didn't have total control of her powers. Once she tried talking in her normal voice in the danger room and ended up scrambling the entire computer, almost ending up getting herself killed were it not for the quick actions of the original X-men. Ever since then she's been using other people's voices to talk, mostly Cinders, ending up in her name since a Mockingbird mimicked the songs other birds sang. The closest we get to hearing her original voice is while she is singing and even then she has to hold back. She tried singing in her normal voice and ended up hypnotizing many of the students. They were absent from school for several weeks from how powerful the trance was. Nothing could even wake them.

As I put Shanon on the seat next to me I checked my watch. Ten minutes left. Still plenty of time. "I gotta go," I stated and Serena seemed sad while Anne Marie couldn't care less. "See ya later," she stated flatly. I growled playfully before leaving. Before I heard the door I heard Anne tell Shanon to start singing again._ The girls' going to work her to death, _I thought, but Shannon didn't mind. At least…she never said anything…

As I walked up the steps towards the upper levels of the mansion, I caught a glimpse of black and white hair and knew immediately who it was. She was walking down the hall, her high heels clicking against the floor loudly. She stopped as soon as she saw me, waiting for me to reach her.

Carmen Viera, or Cinders, had always been a secluded girl despite the attention she got from every boy she came across, me included, but not for the same reasons. If you were only to look at her face you would expect her to be gothic. Her hair, which was incredibly straight, went past her hips, but the strange thing about it was that it changed colors as it went down… It started out black and then it slowly changed to a blazing red at the ends. It also was oddly warmest at the ends of her hair. She also wore dark eye make up at times, her eye lashes were long and perfect, and her eyes were a fierce red that warned anyone who saw them to steer clear. That was about where her darkness stopped.

If you've ever looked at what she wore you would know she's not really into the whole dark look. She actually wore skirts, both short and long, as well as regular girl shirts, so while her face said to back off, her clothes really didn't back up the threat. She was also mostly seen in her school uniform, her shirt slightly unbuttoned and un-tucked. She was also seen in high heels a lot. When I asked her about her fashion sense she told me she never really had a chance to wear many girl clothes, and after trying her first skirt she was hooked ever since. It also explained why she always seemed to have her defenses up. She didn't even open up too much to me. The only person she was really close to was Mockingbird. When they are together they're like twin sisters, yet they were nothing alike.

"Hey, Carmen," I said, passing her by.

"Hi, Lex. Going to therapy again?" she asked. Her voice was always very calm, controlled, and had a hint of apathy.

"Every Monday," I sighed. "I don't know why she insists on it, though…"

"Maybe she's just worried about you. Having an animal inside of you can't be easy," she told me flatly before shrugging. "Have fun," she muttered before walking away again, her heels echoing throughout the entire hall. She didn't talk much, but when she did she was either the wisest, or blunt, person I've ever heard.

Upon finally reaching the professor's door I heard voices from the inside. Was she giving therapy to someone else as well? I didn't have to be given much time to find out who it was, though, since the door opened after only a few seconds of listening and out came…

"Siegfried!" I exclaimed in joy, hugging my much taller friend. He laughed and placed a hand on my shoulder.

"Now I know this is Lex," he stated happily. "How are you, bud?"

"Great!" I stated, pulling away reluctantly.

This was my best friend in the entire institute and surprisingly an adult. Siegfried Clarence, known as Midnight by everyone else, was, believe it or not, a new comer as well. He joined shortly after Shannon did, and no, I did not make a mistake. He is her father.

So much to be said about Siegfried… I suppose we should start with the fact that he is blind, but just like Shannon it's by choice. Siegfried's powers are to manipulate the darkness and this strange ability ended up affecting his eyesight. The daylight is too bright for him, even with his eyes closed, so he wears a black band of cloth around them to keep the light out at all times. You might rarely see him take them off at night and even then he says it's bright for him. "To me it's like the equivalent of a bright sunny day for you guys," he once told me. I couldn't imagine living in darkness all my life…but for him it was necessary. A direct hit from the Sun could blind him instantly.

His hair was also long, almost down to his hip, and it looked exactly like his daughter's, only black like mine. He was taller than a normal human should be, around seven three, and he was somewhat on the skinny side too, but the healthy looking kind. After I befriended his daughter, we became fast friends. Although he was the greatest guy I've ever known, I didn't really consider him like a dad, nor a brother. Just the greatest friend any person could ever ask for…

"You goin' in there?" he asked me. "Yup!" I cheerfully replied. Sometimes I was glad he couldn't see me…I had such a stupid grin on my face…

"Well then I'll be seeing ya," he stated before walking away. Although he was blind he could feel and sense the shadows around him, which was a lot like sight already. Anything the darkness was on he saw through his eyes. I slowly entered the warm, wooden office, bookshelves on either wall and a few potted plants in places. Professor Storm was in her seat, waiting patiently for me, while I sat down in the seat opposite her.

"Hello, professor Storm," I stated respectfully, folding my hands on my lap. I never really liked these therapy sessions, but that didn't mean I had to be rude about it.

"Nice to see you again, Lex." There was a slight pause, those awkward ones that I hated, so I shifted in my seat uncomfortably.

"I…really don't have anything to say today…or at least, don't know what to say…"

Storm nodded before crossing her legs, thinking something over in her mind. "In that case, why not start from the beginning? Just to get the thinking juices flowing." I sighed. I didn't really like repeating myself, but I suppose it would help.

"Alright… From the beginning then…"

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Next chapter to be up soon. :3


	3. Chapter 2: Shocking Discoveries

**Chapter 2: Shocking Discoveries **

**Author's Notes: **Nothing much to say other than I enjoy your feedback and hope to hear more. Nothing motivates me more than reviews. :3 I also don't know how fast I might be able to update, so some days you might have to be patient, either way please feel free to give me any kind of feedback, except flames. If there is something you hate about my story so strongly that you want to flame then just tell me in a calm, legible manner that makes sense and backs up why you hate it. Appreciate it.

**Reply to Reviews**

_Arowl: _Well I've told you the reason for that, but I hope to get it fixed soon. :3

_Marx: _I'm glad to see you've noticed! I put a lot of thought into my characters, especially when giving them powers. As for the non cliché' I'd have to say fire is pretty over used, but to compensate for it Cinders ended up being very different in character, more so than I had initially planned.

Don't worry about the non smilies either, the fact that you told me you'd give me one is enough. Just hope you don't mind me using them. :3

**End Reply to Reviews**

Well, like it says, the second chapter. This will further explain Lex to you, hopefully, and it's also where everything begins. Here goes. :3

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"It all started when I was just a little boy," I began. "My family was relatively wealthy and that was due to the fact my father was a genetic engineer. Although, he wasn't just a regular one." I sighed, gripping the arm rest slightly before continuing. "He was working with a company…a company that was trying to develop a way to suppress the mutant gene… The company was called-"

"Worthington Labs?" the professor interrupted. I nodded. Before I could get to ask her how she knew, she answered it for me. "We've had a run in with them before…" I nodded my understanding before continuing.

"Anyways, he was one of the heads in the researching department, so he got paid a lot, but eventually something happened... Dad told me that research he was conducting for the cure was being put to use on another project, some other form of the cure. He didn't tell me much, but from what I gathered it wasn't just going to stop the mutant gene, but destroy it all together, and since they really couldn't pin-point the exact location of the mutant gene…they basically meant to just kill the person containing the gene…

"My dad, of course, was appalled by this. Although he worked for a company most were opposed to, he just wanted to help people. He saw the way most mutants were suffering and wanted to give them a chance, a start at a new, normal, life. He was beside himself when he found out, and was convinced that it was his fault and that it was up to him to reverse the damage he had done… So, doing what he did best, he concocted a serum, a potent one that was based upon old splicing techniques. The serum was created to give a person unparalleled strength and defense. Once injected, the person would become a living, breathing, biological weapon. It took him awhile, but he finally found the perfect animal whose genetics were suited to giving a human such superior abilities. It was the bear."

Professor Storm seemed slightly surprised. "So your father used you as the human to become the biological weapon?" I shook my head. "Not really…

"You see, he did inject me with the serum, but not willingly. He wanted to search through their database for the perfect human who would be able to not only handle, but use that mutant power to stop Worthington Labs. Unfortunately, he didn't have enough time. They were onto what he was doing before he even finished the serum, so he was forced into hiding. When he told me of the danger he was being put through, of how he needed the person to do it, I volunteered myself. Luckily, my genetics were suited almost perfectly to take on the mutation. My mother and he were completely against it, but there was no time, the police had already started to have the house surrounded. So, although disgusted and saddened that it had to be his own son, I was injected with the serum and managed to escape while mom and dad bought time… The police…they…"

The wood on the arm rest was groaning in agony as my grip tightened too much. I always got upset at this part of the story. I would have snapped it in half were it not for the professor calming me down. "It's alright, Lex, just breathe…."

I inhaled deeply and then exhaled before continuing. "They were ruthless. My parents never had a chance… But suffice to say, his wishes were still granted. I am now using my mutant powers to help people in the Xavier institute."

Storm nodded, but something seemed to be bothering her. "Lex…do you know whatever happened to that fatal cure…?" This was a question she didn't ask before. So I had to stop to think about it.

"No, actually…"

This seemed to bother her further and after a minute or two of thinking I managed to piece it together. "So…that means that they could still be working…on that cure, right…?" Storm looked at me. "That…that they're going to still try and kill mutants…?" Stormed looked back down at the rug.

"We don't know that for sure yet, Lex, but…" She sighed. "I'm sorry, Lex, but it seems I'm going to have to cut our session short today. There is someone I must talk with."

"That's alright," I stated, quickly standing up. There were only five minutes left, anyways. I held open the door for Professor Storm to leave before taking my own. I had training in the danger room in ten minutes, which gave me time to wonder who my partner would be for today.

Since teamwork was as big a part of fighting as was fighting itself we were usually partnered up with people and they always switched. Either it was people whose powers went together, people who were really close, people who generally didn't like each other, people whose powers didn't go together well, etc.. It was to get us prepared for any situation.

As I finally made it to the steel door that lead to the danger room I saw Kitty standing next to the door. "Hey, Kitty!" I stated, quickly walking to join her. Kitty and I talked frequently. She mostly came to me now a days when she wanted a gossip buddy or someone to dump their troubles on. I really didn't mind either, but some days…

"Hey, Bear!" she stated happily, now on her toes.

"What are you doing here?" Although I guess it was pretty obvious. Two minutes from when I was supposed to start training with a partner…Kitty was standing next to the door of the danger room…

"I'm your partner for today, I suppose," she stated, smiling. That meant today was supposed to be when I teamed with someone who wasn't really entirely suited to my powers. How would Kitty and I work together anyway?

Suddenly the door opened, signaling for Kitty and I to enter. Being the gentleman in this situation I let her in first which made her giggle. Everything I did seem to make her chipper, for some reason…

A few moments later and we were standing, back to back, in the center of the danger room. This time it was Scott's voice who was talking to us, not Storm's.

"Alright, guys. From what Storm tells me about you you sound pretty tough. If this is true then I'll be setting today's training on a high level difficulty rating. Are you ready?" he asked. I had to admit, the words 'high difficulty' got me a little frightened, but I knew that once I got started there would be no stopping me. I nodded.

"Ready." Kitty and I said simultaneously. We looked back at each other, smiling, before Scott started the simulation. My nose smelled burning before my eyes even saw the fire. There was smoke and flames surrounding us everywhere. From what I could tell it looked like the remains of a house…or a village, more like it, from the extent of the fire… I wasn't given much time to observe, though, for a loud "boom" sounded started to grow in volume, meaning whatever it was was coming towards us. The fire didn't allow us to see much, but we didn't have to. Whatever it was…it was gigantic… Kitty and I stared at the colossal figure in awe as we finally found out what it was… The thirteen foot tall sentinel's eyes shined a frightening purple as it came closer.

"Shadowcat…I hope you're ready for this…"

She couldn't even answer for the sentinel shot it's eye beams straight towards her… I swear, if she didn't phase straight through those lasers I don't know what I'd do.

Wasting no more time I spread my legs shoulder width, holding steady on my ground. I took in a deep breath and then let it out in a feral like growl as my body quickly started changing. My nails grew into black claws, my teeth growing sharper, body growing, sharp black hair starting to cover every portion of my body until the transformation was complete. I stood up straight, now two feet taller as my nostrils let out a puff of air. My fur seemed to shine as the bright flames exuded their bright, orange light, but I didn't let it bother me. All I focused on was the giant sentinel that was now focusing it's attention on me.

Shadowcat, thinking fast, phased into the ground and completely disappeared. I had no idea where she went, but I knew she had something planned. The Sentinel, completely oblivious to Shadowcat's disappearing act and now standing only two feet away from me, slammed down it's enormous metal arm on me, trying to crush me with it's weight. I caught it with both my arms, my elbows acting as a type of spring to slow and lessen the impact. Robots always seemed to underestimate my strength… I started to dig my claws into the advanced circuitry before the sentinel ripped it away from my grip, it's metallic skin now having new claw marks that gave off sparks every now and then. I could dig my hands pretty deep when I wanted to…

Suddenly, the Sentinel straightened up and proceeded to try and scratch something off of it's back, but it couldn't seem to reach it. Then, as suddenly as it had started gripping it stopped, the lights in it's eyes shutting off. I was confused until I saw Shadow cat crawl up from the back, waving at me up top the Sentinel's shoulders.

"I ripped out the wires," she stated, holding up pieces of several colored wires. I sighed, about to let me guard down, when the sentinel suddenly came to life again. It stood up straight, eyes glowing a bright red, and suddenly I knew something was up.

"Target acquired. Target name…Bear. Proceeding to ex-ex-ex…" The sentinel kept repeating those two letters before it's head did a complete three-sixty. It raised it's arms and, one after the other, began slamming them into me. The Sentinel was moving so fast that all I could do was block the onslaught of hammer fists with my forearms.

"Shadow…cat…!" I growled, the constant impacts shoving my feet, or should I say paws, further and further into the ground. "Try…again!!" I didn't mean to sound so harsh, but my voice was uncontrollably gruff and angry in this form when yelling.

She quickly doe back into the robot, leaving me to endure another few moments of incessant banging before it finally ceased all together, collapsing onto the ground beside me. I sighed, watching Shadowcat walk towards me, a large black box in her hands.

"I made sure to take out the batteries," she stated, grinning. I only stared at the box, shoving it slightly with my paw.

"Batteries, huh?" I asked in a sort of breath growl. "Never knew…"

"Your arms alright?" she asked, slightly worried. I nodded.

"They just tingle…" My ears twitched when it caught the sound of machinery. I looked at the sentinel, but it was still laying lifeless on the ground so… I turned, watching in slight horror as several large shadows approach us. I smacked my fist against my paw threateningly.

"Shadowcat," I growled. "It looks like we've got our work…cut out for us…"

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I groaned, collapsing onto the ground in my human form as the last of the sentinels died missing both of it's arms. The simulation soon ended and I heard Kitty scream in frustration.

"God, they didn't seem to _end!!" _she exclaimed. I could only nod in agreement, completely exhausted. Slowly and painfully I pushed myself back up on my feet, walking out of the danger room as Kitty followed, throwing a fit. How she had enough energy to throw a fit was beyond me…

As I walked down the halls towards my room, getting ready to take a nice, long hot shower, I stopped in my tracks, seeing the incredible mass of students in the living room. Spotting Carmen, I walked towards her.

"What's going on?" I asked her, seeing the strange headlines in the news. She quickly shushed me, though, as the reporter began to speak.

"And now for our breaking news bulletin. A few months ago, a body showing signs of life was being closely monitered in one of our local hospitals. What is so special about this body, you may ask? Well it appears that even though it seemed to be very much alive, there was currently no brain activity in the cerebral cortex of the body, meaning it was basically just a living vegetable." I winced. This reporter sure seemed harsh… "But just recently this supposedly brain dead body woke up, spewing maddened words and phrases like 'mutants' and 'institute.' After subduing him the doctors of the hospital managed to gather straight answers from the being, yet none of it made any sense… The human was claiming to be none other than the long deceased Professor Xavier, creator of the Xavier Institute for mutants…"

I blinked. _Xavier…? What…? _

"Most disturbing of all," the reporter continued. "Shortly after interviewing the newly awakened human body, the newly reformed brother hood of evil broke into the hospital and stole the body… Currently he is being held by them in a warehouse not too far from the hospital itself where they are offering to give up the supposed 'Professor Xavier' in exchange for several millions of dollars. More on this later. And now, what you've all been waiting for, we are going to test the new weight loss product that all of America has been dieing to try!" The T.V. was suddenly turned off by Storm as she looked towards all of us, the same look of shock on her face that we had on all of our faces. I turned towards Carmen.

"So what does this mean?" I asked, expecting her to answer, but she merely shook her head.

"It means that we're going to have to rescue him…"

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Rather long. Apologies. :3


	4. Chapter 3: Crisis

**Chapter 3: Crisis**

**Author's Notes: **Welp, I may not have updated too soon like last time, but that's how it goes sometimes. Some days you an update, others you can't. I just hope you guys don't get too impatient. :3

**Reply to Reviews**

_Arowl: _Yeah, sorry about that 'V' thing. My laptop's keys stick at times. :3 I'll try sand press harder when it comes to that letter next time. :P

_Marx: _You won't really have to worry much about that, actually. Although there will be many action sequences, my main focus is always the plot, so while I could satisfy you with lots of violence, it always has a meaning to it. Keep that in mind as the story progresses, you may just end up figuring some things out. :3

**End Reply to Reviews**

Anyways, this should pose to be quite the chapter. Hope you enjoy. :3

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I chased Carmen as she walked quickly down the hall. "Wait, Carmen!" I exclaimed, having to jog to catch up to her. Where was she even going? "Carmen, where are you going?"

"To get something," she half yelled. "If it's going to be up to us to rescue him we're going to need to go prepared."

"Carmen, what do you mean 'us'? You can't possibly mean us, can you? Like, the newcomers? Mockingbird, Midnight, etc..?! You don't mean us, right?" My mind was driven into hyper mode as I wondered why in the world Carmen would think, much less say such a thing. I was breathing hard in my hysteria, not even knowing where we were going. "I mean that's crazy!" I continued to yell. "Why us? Why does it have to be u-"

Carmen slammed her heel against the steel floor causing a sharp click to ring through my ears. "Of course it has to be us!" she snapped. "Who can we get, the original X-men? Oh yeah, like that's possible! You know what Professor Storm told us! After Professor Xavier's death they all started going their separate ways from this place. Storm was one of the only few who stayed, but only because she had to take care of this school! And the ones who _are _left are on another assignment now in another part of the state!! By the time they get back it could already be too late!" I stared at Carmen in slight amazement as she tried to catch her breath. It was a little hard to believe, but Carmen was actually angry… She rarely ever showed any emotion except when with Mockingbird, yet here she was…yelling…

"Do you understand what I am telling you, Lex?" she asked, now calming down. "We're the best fighters the institute has right now. It's up to us to save Xavier. It's up to us…" She sighed before walking again. I continued to follow.

"So…what are you doing?" I asked my voice slightly quieter than it usually was.

"There's something I want to get before Storm-"

_Guys, _Storm's voice ringed in my ear, and I was pretty sure in Carmen's too, which meant it wasn't Storm at all. _Storm wants you in her office. Now, so get here quickly, _Mockingbird ordered. She sure could scare me at times with her abilities… I turned towards Carmen, but she was already gone, obviously to her room. I sighed, wanting to know what she was up to, but figuring she'd like her privacy, leaving me to break into a sprint towards the professor's office. I really didn't want to get on her bad side at times like these…

Surprisingly, Carmen and I arrived at professor Storm's office at around the same time, but even more surprising was the fact that everyone was there… Midnight, Mockingbird, Anne Marie… What Carmen was saying before suddenly struck me. _Carmen is one thing…but you too, professor?_

Storm sighed, standing in front of her desk. She seemed stressed…

"You probably all know already why I have called you here…but just in case I shall explain. I'm pretty sure you all saw what was on the news, about Professor Xavier being alive. Although we do not know whether it is true or not, we can't afford to risk it, and unfortunately that means that we must act quickly. We don't know who could be going after his body as we speak." She breathed deeply before exhaling, very slowly. Whatever decision she had come to had to be hard for her to admit.

She looked at all of us very severely, as though sizing us up. "All of you are the strongest we have right now, and as much as I do not want to do this…" There was a deafening pause as she shook her head. "I _cannot…_send you on this mission."

There was a shock sent through the room. _Cannot…? What? _I looked towards Carmen and she seemed dumbstruck. We were all sure she was going to send us.

"But…why, professor?" Carmen asked, trying desperately to compose herself, but failing.

"It's tough, yes, but we cannot afford to send such an ill-experienced team on such a dangerous mission. The odds of all of you making it out safely with the professor are slim to none. I cannot risk it."

I was beside myself. Professor Storm had a point… We weren't used to doing missions and we were still getting used to exercises with the danger room… But then again, we were very strong, especially together, and we couldn't just leave the professor like that… There's no telling what would happen if he was kidnapped by our enemies… I didn't know who to side with. If only there was some kind of sign…

The silence was shattered by Kitty's sudden burst into the room. "Professor!!" she screamed. She sounded as though she had been crying, yet her face didn't really show it.

"Shadowcat," Storm stated, shocked as the rest of us.

"You can't really mean to just desert the professor like that! It's true, we're all not really that experienced, but we have to try! I mean, this is our only chance to get Xavier back! Plus you said it yourself we're really strong, and these guys are our strongest fighters! Please…professor… If it helps I can go with them. I know I can pose of some use." Her words touched me and suddenly a huge surge of energy came through me. I walked towards the center of the room and put my hand on her shoulder before looking towards Professor Storm.

"She's right," I stated simply. "We can't just leave him like that. It may be up to us, but we have a good chance of getting him back here safely, especially with us working together. Alone we're strong, but together we're unstoppable." It was a cheesy line, but I found it affective either way…

Midnight, who had been leaning against the wall with his arms crossed, suddenly pushed off, dropping his arms to his sides. "If Lex is in then so am I. I'm with him all the way." I looked towards Midnight, and although he couldn't see me I was grateful either way. Mockingbird left her spot of the room to wrap her arm around her dad's.

"And I am always with my father," she stated in my voice. It sounded really odd considering it was a guy's voice coming from a girl…and now that I heard it my voice sounded kind of odd… Midnight scratched his head, chuckling slightly. I guess he thought the same.

"And wherever Shannon goes, I follow," Carmen stated, once again composed, placing a hand on her hip. We all looked towards Anne Marie, waiting for a response. She sighed. "Alright," she muttered. "Since everyone else is going…" I grinned before looking at Kitty. She was smiling, but it looked…odd…

"You okay?" I asked her and she looked up towards me, smiling like she usually did.

"Yeah, Lex. I'm fine." I furrowed my eyebrows in concern, but shook it off. Maybe I was just looking too deeply into things…

Storm sighed disappointedly, shaking her head. "Who knew we would raise such hard headed students?" she asked herself before looking at us, a renewed look on her face. "Well, if we're all really going to do this you're going to have to listen to my orders and follow them, strictly. If you don't there shall be some severe consequences awaiting you on your return to the institute. Is that understood?"

We all nodded and began listening intently to her plan, but the entire time I got an uneasy feeling in the pit of my stomach…and the last time I felt uneasy about something my parents were killed…

-----

We all exited the jet a few feet away from the fortress the professor was being held in. Storm had informed us that the government, on hearing news of the famous professor Xavier being alive, had secured him in a fortress until they had decided what to do with him. Based on the mutants' shaky relationship with the government in the past, we were sure they weren't just going to give him up to us, so we were just going to have to take him. We would deal with what the government had to say later…

Thankfully, the jet had a stealth mode, so we were able to get really close without being detected. Sneaking up from beside a wall we saw that there were two guards protecting the entrance, which would pose a problem. Mockingbird could take them out easily, but would simultaneously give us away with her sound powers. We had to take them out fast and silent.

"I can do it," Midnight told us. He took a few steps closer to the guards and I watched in awe as the guards' shadows began to move… Then, a long, dark arm emerged from them and strangled both of the guards in the back before snapping their necks in half. They didn't even have time to scream for they were dead in seconds… As we neared the door, I couldn't imagine what it would be like not being able to trust even your own shadow.

Using the keycard one of the guards held we opened the steel door, preparing ourselves for anything which was the right thing to do considering we were suddenly greeted by the sight of several guns. Guardsmen, around seven or eight of them, had all been waiting for us at the other side of the door. "We must have triggered a silent alarm," Cinders muttered. I was about to take a step backward, but then their guns clicked, making me freeze in place again.

Before they had a chance to fire, though, Mockingbird began humming. The very air began to shimmer and we all began floating a few inches off the ground. I started feeling eerie, my body oddly light as if in water. The guards started shooting, but the bullets were deflected before they could reach me. They didn't seem fazed, continuing to fire until all of them were out of ammo. Mockingbird's humming instantly ceased and our feet connected back to the ground with a loud stomp. The guards whimpered and gasped, knowing what was to come about them.

"Sorry," I muttered, before shifting into my bear form. I grabbed the two closest to me and threw them fiercely against the other ones. All of them collided against the wall harshly, heads connecting with heads, knocking them instantly unconscious.

"Boy…you sure went hard on them," Midnight stated jokingly. He gripped my shoulder firmly before we walked further, but for some reason every step began to become heavier. I figured it was because of Mockingbird's show of power earlier and disregarded it.

The further we went in the more guards there were, but they were disposed of easily. It was all almost too easy… It was never a good sign when things were too easy…

Then came the last room, the one right before Xavier was supposedly being held. We were halfway there, when all of a sudden red lights burst into life from every direction. They were shining in pairs of two, which meant they weren't ordinary lights. As the sentinels came closer, one in seemingly every direction, we moved back into the center of the room, all of our backs beside each other. We were cornered, and I felt oddly light headed, while my body was as heavy as lead… I instantly knew what was wrong. _Damn… _

"You guys ready?" Cinders asked, her hands lighting up in flames. We all nodded and immediately split up. Ramming the first Sentinel out of my way, I proceeded to hide behind a corner, my form forcibly shifting back into a human. I began breathing harshly, my entire body aching and refusing to move. With great force I reached into one of the yellow pockets on my belt. Out of it I pulled out a small, blue sphere.

"What's that?" Shadowcat asked me. Apparently she had followed me into the corner, but for some reason I hadn't noticed. I popped the sphere into my mouth and forcibly swallowed.

"A pill," I breathed. "When I use my bear form for too long during a day my body starts being pushed to its limits." I stood up easily, shifting back into my bear form as a Sentinel came charging towards us. I gripped it's arms and ripped them right off of it's body before giving him a hard kick in the chest cavity, knocking him back a few feet. "The pill sends my metabolism into overdrive," I continued, "So I can keep pushing for a while."

I looked towards Shadowcat, trying my best to smile, which must have looked creepy in my bear form. "It only lasts a short while, though, before I completely tire out. So I have to make the most of it." She nodded, finally getting it, and I charged into battle, clawing and smashing through several sentinels, their metallic bodies short circuiting. It was a bit chaotic amid all the fire, sound, and vines, but somehow we managed to beat them all without harming ourselves, it did take a while though… I figured the pill would only hold out for a minute or two more.

We reached the giant metallic door that would have the professor on the other side. Storm informed us that security was going to be tightest in that room, so we'd have to act quickly. The only problem was…how to get in?

Shadowcat abruptly shoved me out of the way towards the door and began typing in a code on the door panel. We were all confused.

"Shadowcat, what are you…?"

"Shh!" she silenced me. "I…interrogated one of the guards into telling me how to get in here. Don't complain." …Well that was odd…I never took Kitty as the type to interrogate people, but I figured I shouldn't try to look a gift horse in the mouth. The doors suddenly opened and we all walked in. The room was dark, incredibly so, and I could barely see.

"What's goin-" There was a sound of something being shot and Cinders immediately gasped, cutting herself off. "My neck!! Something's…" I heard her body collide with the floor. Someone had short some kind of tranquilizer. We all turned back, but too late. Two other bodies dropped to the floor and from the sound of them I guessed they were Mockingbird and Orchid. I saw Shadowcat standing in the doorway, pistol in her hand. She was loading another tranquilizer dart…

"Shadowcat…what are you…" My eyes widened as her form shifted. Her clothes melted into her suddenly blue skin, hair going from brown to red… In a matter of moments the figure that I once knew as Kitty disappeared, replaced by a curvy woman with blue skin, scales, and red hair… Enraged and confused I charged towards the woman, attempting to at least hit her, but she quickly dodged my fists and feet. It was like trying to hit a ghost… Right at the moment where I thought I had her, my body suddenly refused to move and I was forcibly morphed back into my human form. Muscles aching and pushed to their extreme, I groaned against the metallic floor, fighting off sleep as hard as I could, but to no avail. The pill had wore off… The last thing I remembered was the laughter of the devious woman before my eyes closed and darkness overcame me.

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Kind of crappy, but this was kind of a hard chapter to pull off… Lots of things going on at once. I re-read it just to make sure it was at least mistake proof, though. :3


	5. Chapter 4: Black Water

**Chapter 4: Black Water**

**Author's Notes: **My apologies for the delay, everyone, but I couldn't type for a while. I got this weird tightening feeling on my wrist and it made it kind of painful to type, but I can manage to type this next chapter out. Just don't expect the next chapter to be up too soon.

**Reply to Reviews**

_Marx: _I thought you may like it. :3 I'm pretty good with twists.

**End Reply to Reviews**

This story doesn't seem to be all that successful, but I'll keep writing, just in case there will be future fans.

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I blinked, slowly bringing my eyes into focus. The hard floor underneath me made it really hard to get comfortable, and for some reason my body was not responding to what I wanted it to do. My eyesight finally managed to focus enough so that I could notice the laser beams extending down from the ceiling and towards the floor, forming bars. I was confused why were there bars? …What was I even doing? Let's see, the last thing I remember was entering the mission, lots of sentinels, pill, then…

"Oh yeah," I mumbled, finally remembering. "We were captured…" _We… _I tried to quickly sit up, but then regretted it almost immediately as my muscles screaming in agony. "Argh!!" I yelled, my voice echoing off the metallic walls… "God…my body…"

"Bear?" a female voice asked. It took me a bit, but I finally recognized the voice.

"Orchid…?" I groaned, slowly moving to a wall for sitting support.

"Bear! Are you alright?" she asked. I looked towards my side and sure enough she was in the cell in front of mine. I groaned.

"Just dandy," I muttered, only one eye open. I felt like utter crap… I heard her sighed. It seemed as though she had been worried…which was a first. Orchid was always pretty distant from the rest of us…it was strange to see her worried…

"So, can you shape shift?" she asked. She looked a little nervous. I shook my head.

"My body's shot from taking a stamina pill. I won't be able to shift for awhile…" Which really pissed me off. Right now I felt like ripping the metallic cell to pieces. "Why can't you use your plants to get us out of here?" She shook her head and pointed to two holes in the ceiling above her.

"They told me that if I tried anything funny they'd set my plants on fire. I can't risk it, especially in such a small cell, y'know?" I nodded. Would be much too dangerous if she did anything. Wait…fire…

"Cinders?" I called out. Were we all in the same hall? I received an exasperated sigh as an answer.

"It's not use!" I heard her cry. "Every time I try to form a simple flame this cell cools down too fast! I can't keep the flame up long enough…" I heard what sounded like a bang and figured it must have been her punching the wall.

"Mockingbird?" I called out.

"Present," she replied in Cinders' voice.

"Can't you use your voice to get us out of here?" There was a pause.

"I can, but…I can't risk it…" I noticed that when she was speaking there seemed to be an echo. "These walls are all made out of this weird material that makes my voice fluctuate. It seems as though the farther it travels the louder it gets."

"Isn't that good?" I asked. My mind couldn't keep up right now. All my body wanted was for me to get back to sleep.

"If I tried to scramble the circuitry I'd probably end up killing you all in the process. I have no control over my volume…" Another tired sigh. Seems like everyone was keeping up hope…

"Damn it!" I screamed, punching the wall. My knuckles immediately began aching. My whole body was useless. "If only I could shift! Damn this body, damn it!!" I slammed my fist against the metallic floor and more pain shot through my body. There was utter silence. "All that training," I muttered, yet I knew everyone could hear me. "All that training and for what? For us to get caught… If only I were stronger… If only I wasn't so weak!!" I stared down at my red hands, never feeling more pathetic in my entire life, and then something strange happened… My shadow began forming hands and arms and it stretched out to place its hands on my own. There was a sudden cooling sensation that soothed some of my aches and pains and for some reason I wasn't scared. In fact, I had seen it somewhere bef-

"Mi-!!" I was quickly caught off by the shadow hand covering my mouth. _Midnight, _I thought. I had forgotten all about him.

My shadow slowly separated from me and took the form of Midnight's incredibly tall body. I had forgotten that Midnight was able to hide himself in other people's shadows. He placed a finger to his lips, telling me to be silent, before turning into darkness again. The shadow crawled along the floor and into the floor close to the laser bars. A few seconds later all of our bars were disabled and everyone was shocked.

"What the…"

The black shadow came out from the floor again like liquid and then grew back into Midnight's extremely tall figure. There was a small smile on his face.

"Daddy!!" Mockingbird squealed with joy, running up to hug him. It was a Hallmark moment as he hugged his daughter to him, having to kneel down due to his tall body and her small one. Hard to believe she was my age, and I don't think I could ever get used to having Cinder's voice come from her…

The alarm hadn't gone off yet, but I could tell it wouldn't be long before they found out we had escaped. Everyone started leaving quickly, but as I tried to stand up I realized that there was no way I'd be able to keep up with everyone… My legs shook dangerously underneath my weight to the point where I could easily see them shake. If I let go of the wall there was no doubt in my mind that I would fall.

"Damn it," I muttered. They were all going to have to go without me…not that they really noticed since they were gone already.

"Bear?" A low male voice asked. I noticed it was Midnight's voice. I let out a small laugh as he appeared in front of me, small frown on his face.

"Hey, bud," I muttered my legs finally giving way, but luckily Midnight caught me before my knees crashed against the cold metal floor. I chuckled. "I'm in some really bad shape…"

"How are you going to get out?" he asked, but he knew what I was going to say before I even said it.

"You're going to have to leave me behind." There was silence for a few moments before the alarm started blaring throughout the entire base, but we still stayed there looking at each other. I was going to have to stay behind…or find someway to sneak out before discovered, but there was no way I would be able to-

"No." Midnight's statement was firm. It was obvious he wasn't going to budge from it. I sighed.

"What do you suggest we do…?"

"There is one way." Midnight turned into a shadow again before melting into the floor. The shadow puddle then crawled below me and before I knew it I was starting to get sucked in by the shadows. The coldness that started covering and pulling me into it was frightening, but this was Midnight… Midnight would never harm me.

As my upper body was slowly being taken into the darkness I began to calm down. I thought the more I would go into darkness the more frightened I would get, but the coolness felt calming…secure, and by the time my head had submerged into the darkness I had welcomed it.

What happened next was odd. For a second all I saw was darkness. It was silent. Normally this would be the point where I would find out I was out of breath because I had been screaming but wouldn't know it 'cause I wouldn't hear myself with all the darkness that had consumed me, like in one of those scary movies, but this felt different. I felt nice. Instead of frightening it felt safe, like nothing could touch me. …It felt powerful.

_Open your eyes, _a voice told me and, not knowing before that I had my eyes closed, I opened them. What I saw next will forever stay in my mind as the most amazing, yet awkward, experience in my life.

I was in water…or what felt like water. I saw my body, floating and my arms moving around, my body extremely light like I was in a pool, but I could breathe…and what I saw was not what you would find if you opened your eyes in regular water. What I was seeing shifted, yes, but I was still inside the prison cell, except…

There was no color, everything was in black and white, and I was looking as if from the floor. I was seeing it as if I was right there, but the happiness seemed to have been sucked out of everything. There was only silence and serenity…

Then, I started moving, out of the cell, and I became slightly frightened, but then the voice began talking again.

_So strange… We've been talking all this time, and yet it's only now that I find out what you look like, Lex… You look much different than what I had initially thought._

That voice. I knew I heard it before, but my thoughts were interrupted as footsteps of human soldiers came closer, closer, stepped over me, and kept walking.

_I'm sorry, _the voice continued. _I have yet to explain. This is my world, Lex, the world of darkness, but you don't have to worry. It's me. It's Midnight._

My eyes widened. _Midnight?! _I thought, and then I was shocked again. I had meant to say it, not think it. _Where…are you?_

_I'm everywhere. I was not going to just leave you there, Lex. You mean too much to me, to us, you're too important, so I pulled you into the shadow realm, but don't worry; it's nothing like in those Yu-Gi-Oh shows you kids used to watch. This is safe, at least my version is._

_So what's going on then, Midnight? _I began asking._ Why are soldiers walking over us? How are we escaping without being caught? Why can't I hear anything, why is everything looking so lifeless, yet I don't feel scared?_

We were already outside of the complex and not one person seemed to have noticed us, but we were still going

_I'll have to explain later, but right now, I have to focus on getting us back. Just relax, Lex. I have this under control. The others have escaped already. We're going home._

The stress of everything that had happened in such little time must have pushed my already weakened body far beyond it's limits because just then I started falling asleep.

_Are you sure…things will be okay?_ I asked, trying to hold on just a little bit longer to this peaceful world.

_Shh, _he insisted. _Just rest. We'll be home soon. We'll be home…_

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Okay, this chapter sort of ended at an odd, note, I know, and I won't make up an excuse, just hope you enjoy it and don't kill me for the tardiness. :3


	6. Chapter 5: In Depth

**Chapter 5: In Depth**

**Author's notes: **I actually kind of like how I described Midnight's powers in that last chapter. Anyways, hope I get more reviews soon… The less I get the more discouraged I am to write. :/ But I'll be busy so not sure how fast I can update… Learning how to draw is hard…

**Reply to Reviews**

_Arowl: _Thanks again for your input, Arowl! Always appreciate hearing from you. :3 And I thought you would have found Midnight as cool, but he did not get anything from Lucas, if you're wondering. He's completely of my own creation, and I'm actually pretty proud of him. :3 Also, sorry about the chapter before. I actually did type a reply to your review, but I must not have saved it, so when I transferred it to Documents... Well... You can guess the rest.

**End Reply to Reviews**

Well, this chapter is going to be leading up to some pretty big parts of this story so I hope I get everything correct, and that you enjoy it. It also has a lot to do with Midnight and Lex, hope that isn't a problem. :3

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I slowly blinked my eyes back into focus, waking up. This time I had no trouble remembering what happened. Midnight had saved me…and at the same time shown me something incredible, something wonderful… A world of pure serenity. No wonder he was always so calm, cool, and collected despite the many pressures put upon him. Whatever happened he'd always have a silent haven to go to.

I slowly sat up, but with greater effort than I had expected. Being in that world so long must have affected me, for real life was much heavier than the darkness. As the blurriness finally left my eyes I looked towards my side to see Mockingbird, her head lying on the bed as she slept soundly. I chuckled, placing my hand on her head and stroking her long, snow white hair. I heard her mumble, her tiny frame shaking slightly before she lifted her head, a small smile on her face. I knew she liked it when I ran my hands through her hair.

I pulled my hand away and she yawned, rubbing her eyes.

I looked at the clock next to my bed. It was 1 am in the morning. "G'morning, sleepy head," I told her and she slightly opened her eyes, the smile still on her face.

"Good morning, brother," she said in my voice. I grinned.

"How'd you sleep, sis? And why aren't you in your own bed?"

She took in a deep breath, sitting up more and looking at the clock, her eyes widening when she saw the time. "Awe man, asleep on the job…" She yawned again before turning her attention towards me. "Dad was here originally, but he called me after noticing you were having trouble sleeping. You were mumbling a lot and shifting, so he asked me to sing to you so you could sleep easier. He had to leave, of course, because my singing would affect him too, but apparently I must have fallen asleep…" She frowned. "I'm sorry…"

I laughed and shook my head, ruffling the hair on her head. She giggled. Mockingbird had been taking lessons on her voice control, so luckily her laughs and giggles were in her own girl voice. It made them all the more special to hear.

"Don't be sorry. I think I should move around a little, though, before heading back to bed. Everything feels stiff…" Mockingbird nodded and stood up from the side of the bed, letting me stand up. I yawned and stretched my tired muscles, my legs trembling slightly. They still weren't fully recovered, but I had to move around at least a little…

As I walked down the empty hallways, the ceiling lights surprisingly still on, I stopped to look out the window. The stars were shining brightly in the sky, each one trying to outshine the other against the incredibly black sky. I sighed and stared at the field of stars before something caught my eye. I looked down, seeing dark figure sitting all alone on of the benches. It didn't take much to realize it was midnight for the unmistakably long, black hair. I walked as quickly as I could down the rest of the hall, out into the cool night, and round the other side towards Midnight. He knew I was approaching him before I was able to get too close.

"What are you doing up, Lex?" he asked, looking in my direction, although the blindfold was still on. I sighed, pretending to be frustrated. "Awe, you caught me!!" He sensed the sarcasm in my voice and smiled as I moved in to sit beside him.

"Shannon fell asleep on the job," I stated, sounding disappointed.

"Ah," was all Midnight had to say as he nodded his head. We sat there in a comforting silence before I decided to say something. As I opened my mouth to speak, though, Midnight stopped me.

"Lex?"

"Yeah?" I asked, curious as to where this was going.

"Remember…in the shadow realm, how I said it was the first time I've ever seen you?"

I thought about it, running through all the memories of the day before. "Yes, I remember. You also sounded pretty surprised." Midnight half smiled and looked down.

"You mean a lot to me, Lex. You're second to my daughter, and I hope you don't take that as an offense! I mean, she's my daughter, my own flesh and blood and-" Was Midnight actually nervous? It was so strange seeing him this way and I quickly placed my hand on his shoulder.

"Relax!" I exclaimed, gripping his shoulder firmly. "I don't take any offense at all, actually I'm pretty flattered that you would place me so high, Midnight… It's a real honor." When I felt Midnight relax under my hand I knew he was back to normal.

"Sorry, it's just…well, I really don't want to offend you…" He stopped talking then, but I had a feeling there was more. I leaned forward, looking at him in the face.

"Is there…anything else you want to say?" I asked. He smiled for real then.

"No hiding anything from you, huh?" He sighed. "It's sort of a selfish request, but…can I see you? One more time? Not…in the shadow realm, though… Differently…"

There was only two ways Midnight had seen me. With the shadows and in the shadow realm. The only other way I could think of him seeing me, would be…

"You mean…"see" me see me?" I asked, surprised. He had said that he could see at night, but that it'd be the equivalent of a bright, sunny day, and his eyes were sensitive from being under that blindfold for so long, but he nodded his head slowly.

"Are you sure it's safe?" I asked him. "Like, won't it hurt or anything."

"Maybe a little in the beginning," he told me. "But I think it'll be worth it…"

Midnight rarely ever asked anything of me, and if this was a simple task that would make him happy then so be it. He was my best friend. I'd easily do it.

"Alright," I answered and he seemed surprised. He turned his head towards me.

"Really? You'll do it?" I nodded.

"Of course. Why wouldn't I?" I stood in font of him, the starlight creating a shadow that loomed over him.

"Alright, ready!" I stated happily. Midnight quickly undid the knot that was in the back of his head, the only thing keeping the cloth on his head. He took the cloth in both hands and slowly put it down in his lap. Slowly, he opened his eyes. He had to blink a few times, but he finally managed to open them all the way and what I saw was strange.

The white of Midnight's eyes were black and the colors of his eyes were a deep ruby red. The black only made the red more striking. I was frozen where I stood, awed by his eyes.

"Wow…" he said and I blinked, realizing he was talking about me. I looked down at what I was wearing. I was still in my X-Men uniform, but without all the yellow belts and pockets, so it was basically just a black, sleeveless suit that fit snug against my body.

"So much color," he muttered, standing up and poking my tan arm. I laughed.

"Are you kidding? I'm all in black! But, if you think that's amazing…" I walked back a few steps. "Watch this." It took a little longer than usual, but I managed to shift completely into my bear form. Midnight looked directly at me, since we were now about the same height, like a kid who just found a toy airplane he wanted to try.

"Whoooaah!!" He slowly took my large, furry arm and held my paw with both of his hands, stroking it. "This is so cool… I thought it was amazing before, but seeing it with my own eyes…seeing your fur… You're amazing, Lex…"

I felt like blushing and scratched behind an ear. "Nah," my gruff, lower voice said and that made Midnight laugh. It was even rarer to hear him laugh than Shannon.

"Say something else!" he urged, and I thought about it before finally deciding on something.

"Siegfried," for some reason all my "R"s were followed up by a low growl, making them sound more powerful or threatening than they were supposed to be, "you are the most amazing person I have ever met and value the fact that I can call you friend." I closed my eyes and smiled, which must have looked awfully funny on a bear's face, but Midnight didn't laugh. In fact, he looked dumb struck.

"What's wrong?" I asked, concerned.

"…You call my by my first name and…and then say such beautiful words…and you expect me to take them easily?" He sat down, his mouth still slightly open. "It's been so long…since the last time anyone's ever said anything so special to me. Shannon and I say we love each other all the time, but being acknowledged by you in this way…" He looked up at me with an almost puzzled expression. "It's different…but it's a nice kind of different." I almost felt like frowning. Midnight had such a hard past. Sometimes it really got to me why such a nice guy like him had to have had it so hard. It must have made compliments one of the greatest things in the world. Sometimes it was like he was a kid. It was just too easy to make him happy.

I sat back on the concrete, slowly shifting back in my human form, and crossed my legs in the Indian position. I pat the space next to me to allow Midnight to sit there before staring up at the stars.

"We've both had hard pasts, haven't we, Siegfried?" I asked, still staring up at the stars. He didn't respond, but I knew he was listening. "The hard times…well they were hard, and I'm sure we have plenty waiting for us in the future, but knowing there are also times like this waiting for us… It kind of makes facing the challenges worth it, y'know?"

I heard him sigh and I looked towards him. "I'm sorry, did I go all philosophical on you again?" I chuckled. He shook his head and smiled.

"You're very mature, Lex," he stated. I frowned slightly.

"I wouldn't say that. Just...very observant." He laughed and then I looked towards the ground, a serious look on my face.

"Ever since my wife left me, and I lost Shannon," Midnight started. "All the happiness in my life just seemed to be sucked away, as if nothing was important anymore. It was only weeks, but those weeks felt like years to me. Everything was just in grey. There was no color in my life, no happiness, nothing. I thought that I would never be able to feel happiness again." He turned to me and smiled. I still couldn't get over how red his eyes were. "Then I met you and saw how optimistic you always were despite your dark past and it made me realize something, that we could make our own happiness. It's thanks to you that I'm even talking at all today."

I blushed slightly and scratched my head. "Awe, I wouldn't say it was all me, but I did notice how sad you were when you first arrived at the institute and I made it a point to try and cheer you up. I felt as though you were a nice person if someone got to know you, and look how right I was." I smiled for a time and we both kept staring at the stars before a thought struck me.

"You know what else I noticed?" He looked towards me.

"Shadowcat's still missing."

Midnight nodded. "I talked to Storm about it when we got back, she said she knows where she is, but she doesn't want to send a whole party like last time. She needs it to be done quick and without any risk of casualties, so I volunteered to go." Before I even got a chance to ask why he explained.

"I'm very powerful, Lex. Much more powerful than any of you guys know. I'll be able to handle myself."

I jumped off my seat and stood up. "Either way, I'm going with you!" I exclaimed. He blinked, surprised. "I know you're powerful, Siegfried, real powerful, maybe frighteningly so, but you need someone there who can defend you in case something goes wrong. I can be your shield!" He looked skeptical and I got on my knees in front of him. "Please Siegfried, let me do this. I want to help you, and Kitty's one of my friends, I have to do this…" Another shocked expression, but he finally chuckled.

"Alright. I'll ask Storm tomorrow if you can come, but if she disagrees I'm not standing up for you!" I grinned and hugged him tightly before sitting back down on the bench.

"I'm sure she'll let me!" I stated optimistically. "And besides, if we work together we're invincible!" I nearly cheered, but made sure not to yell too loudly in case I would wake someone up in the institute. Midnight laughed, his rare genuine laugh, and then ruffled me hair a little bit.

"But you need to get your sleep if you even hope to be of use to me." I quickly jumped back up.

"You're right!! I should get going anyways, Shannon probably thinks I ditched her." I hugged Midnight one more time and he hugged back, starting to put on his blindfold again. I waved as I ran, even though he may not have seen it. "See you tomorrow, Midnight! Remember, talk to Storm!" and like that I was back inside, sprinted to my room, and before Shannon got a chance to ask what I did I threw myself into bed and told her to sing me to sleep again.

----

The mission the next day was actually rather easy. The layout for where they held Shadowcat was much like where they held us, except she was kept in a sort of glass tube where she was kept asleep. If she was awake she could easily escape out of there. Midnight was right about his powers too, I barely even had to do anything as swarms of fists and shadows engulfed and destroyed every sentinel and soldier in our way, although what soldiers were doing guarding Shadowcat was beyond me.

We had just escaped the facility and everything seemed to be going well. I was carrying Shadowcat in my bear form, her body slung over my shoulder since she was still in a very deep sleep, but then something shined in my eyes. It was only for a second, but it was enough to blind me. I had to stop and rub at my eyes.

"Lex?" Midnight asked, stopping as soon as he heard me stop moving which was pretty easy to do considering my size and weight. "Lex, what's wrong?"

"I don't know…something shined in my eyes…" I opened my eyes again, but this time the light clearly shot into them, completely blinding and stinging them.

"Argh!!" I groaned, laying down Shadowcat onto the ground as I covered my eyes.

"Lex!! What happened?" Midnight asked, panicked. He knelt beside me, hovering his hand over me, inspecting my condition with the shadow his arm cast. "You don't seem physically hurt."

"It's…this light," I groaned, my eyes still burning. "It keeps shining in my eyes and it stings… I'm sorry, Midnight, but I can't see…"

"Midnight?" a soothing, female voice asked. "Is that your name now?" I heard Midnight gasp, but I couldn't see anything so I grabbed his hand.

"Midnight, what's wrong? What is it?"

"Yes, Midnight, what's wrong?" the female voice asked. Although she sounded very serene, her voice had a mocking tone to it. "Don't you recognize me? Oh wait…you can't see me, can you?"

"This can't be…" Midnight muttered.

"Midnight?" I calling. My hand let go of him as he stood up. "She sounds like she knows you, Midnight, who is it?"

"No need, Midnight, I can do it." I heard her footsteps come closer to us and the light in front of me began to seep through my eyelids so I had to cover them with my paw. I felt her face not too far from my own.

"My name is Candace. Candace Clarence." The last name was what made me gasp.

"No…" I muttered and I called for Midnight again. "Midnight, is she telling the truth?"

"Yes," Midnight said, almost disgusted. "I can't see her, but it's her voice… It's Candace…my ex-wife…"

----

Quite the long chapter, I know… I was planning on ending it sooner, but I decided that ending it like this would be a nice touch, maybe get me more reviews. :3


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